UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2002
[ ] |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _______________ to _______________
Commission file number 0-27938
COLUMBIA BANCORP
(Exact name of registrant as specified in its charter)
93-1193156 |
||
Oregon |
(I.R.S. Employer |
|
(State of incorporation) |
Identification No.) |
401 East Third Street, Suite 200
The Dalles, Oregon 97058
(Address of principal executive offices)
(541) 298-6649
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
8,170,809 shares of common stock as of October 29, 2002
COLUMBIA BANCORP
FORM 10-Q
September 30, 2002
INDEX
Page | ||||||
Reference | ||||||
PART I FINANCIAL INFORMATION |
||||||
Consolidated Balance Sheets as of September 30, 2002 and
December 31, 2001 |
3 | |||||
Consolidated Statements of Income and Comprehensive Income
for the three and nine month periods ended September 30, 2002 and 2001 |
4 | |||||
Consolidated Statements of Cash Flows for the nine
months ended September 30, 2002 and 2001 |
5 | |||||
Consolidated Statements of Changes in Shareholders Equity
for the period December 31, 2000 to September 30, 2002 |
6 | |||||
Notes to Consolidated Financial Statements |
7-11 | |||||
Managements Discussion and Analysis of Financial
Condition and Results of Operations: |
||||||
Forward Looking Information |
12 | |||||
Overview |
12-13 | |||||
Material Changes in Financial Condition |
13 | |||||
Material Changes in Results of Operations |
13-14 | |||||
Loan Loss Provision |
14 | |||||
Liquidity and Capital Resources |
15 | |||||
Quantitative and Qualitative Disclosures about Market Risk |
15 | |||||
Critical Accounting Policies |
15 | |||||
PART II OTHER INFORMATION |
||||||
Item 4. Disclosure Controls and Procedures Report |
16 | |||||
Item 5.
Other Information |
16 | |||||
Item 6. Exhibits and Reports on Form 8-K |
17 | |||||
Signatures |
17 |
2
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, | December 31, | |||||||||
2002 | 2001 | |||||||||
(Unaudited) | (Audited) | |||||||||
ASSETS |
||||||||||
Cash and due from banks |
$ | 21,735,766 | $ | 19,813,111 | ||||||
Interest-bearing deposits with other banks |
22,802,307 | 1,275,462 | ||||||||
Federal funds sold |
13,800,000 | 1,525,165 | ||||||||
Total cash and cash equivalents |
58,338,073 | 22,613,738 | ||||||||
Investment securities available-for-sale |
13,127,154 | 18,802,107 | ||||||||
Investment securities held-to-maturity |
20,081,849 | 22,657,264 | ||||||||
Restricted equity securities |
2,653,300 | 2,072,300 | ||||||||
Total investment securities |
35,862,303 | 43,531,671 | ||||||||
Loans held-for-sale |
8,913,445 | 18,959,979 | ||||||||
Loans, net of allowance for loan losses and unearned loan fees |
412,107,122 | 361,323,121 | ||||||||
Property and equipment, net of depreciation |
14,275,984 | 13,887,846 | ||||||||
Goodwill, net of amortization |
7,389,094 | 7,389,094 | ||||||||
Accrued interest receivable |
4,435,381 | 3,485,533 | ||||||||
Other assets |
10,500,936 | 11,015,723 | ||||||||
Total assets |
$ | 551,822,338 | $ | 482,206,705 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||
Deposits: |
||||||||||
Noninterest-bearing demand deposits |
$ | 127,779,252 | $ | 108,521,784 | ||||||
Interest-bearing demand accounts |
180,661,511 | 136,967,524 | ||||||||
Savings accounts |
32,612,025 | 32,237,233 | ||||||||
Time certificates |
122,912,262 | 116,908,960 | ||||||||
Total deposits |
463,965,050 | 394,635,501 | ||||||||
Notes payable |
30,740,060 | 35,904,542 | ||||||||
Accrued interest payable and other liabilities |
4,794,266 | 5,221,730 | ||||||||
Total liabilities |
499,499,376 | 435,761,773 | ||||||||
Shareholders equity: |
||||||||||
Common stock, no par value; 20,000,000 shares
authorized, 8,161,409 issued and outstanding
(8,037,078 at December 31, 2001) |
15,494,524 | 14,679,226 | ||||||||
Additional paid-in capital |
6,054,368 | 6,054,368 | ||||||||
Retained earnings |
30,549,725 | 25,373,550 | ||||||||
Accumulated other comprehensive income, net of taxes |
224,345 | 337,788 | ||||||||
Total shareholders equity |
52,322,962 | 46,444,932 | ||||||||
Total liabilities and shareholders equity |
$ | 551,822,338 | $ | 482,206,705 | ||||||
See accompanying notes.
3
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
Three months ended | Nine months ended | |||||||||||||||||
September 30, | September 30, | |||||||||||||||||
2002 | 2001 | 2002 | 2001 | |||||||||||||||
INTEREST INCOME |
||||||||||||||||||
Interest and fees on loans |
$ | 9,273,326 | $ | 8,285,519 | $ | 26,157,330 | $ | 23,908,256 | ||||||||||
Interest on investments |
||||||||||||||||||
Taxable investment
securities |
253,925 | 357,627 | 828,398 | 1,272,962 | ||||||||||||||
Nontaxable investment securities |
199,683 | 216,651 | 610,509 | 657,009 | ||||||||||||||
Other interest income |
114,750 | 86,889 | 271,613 | 357,893 | ||||||||||||||
Total interest income |
9,841,684 | 8,946,686 | 27,867,850 | 26,196,120 | ||||||||||||||
INTEREST EXPENSE |
||||||||||||||||||
Interest-bearing demand and savings |
561,031 | 858,999 | 1,267,691 | 2,909,517 | ||||||||||||||
Interest on time deposit accounts |
1,175,237 | 1,641,520 | 3,564,905 | 4,979,543 | ||||||||||||||
Interest on other borrowed funds |
338,619 | 494,229 | 1,037,815 | 1,430,966 | ||||||||||||||
Total interest expense |
2,074,887 | 2,994,748 | 5,870,411 | 9,320,026 | ||||||||||||||
NET INTEREST INCOME |
7,766,797 | 5,951,938 | 21,997,439 | 16,876,094 | ||||||||||||||
PROVISION FOR LOAN LOSSES |
600,000 | 250,000 | 1,700,000 | 875,000 | ||||||||||||||
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES |
7,166,797 | 5,701,938 | 20,297,439 | 16,001,094 | ||||||||||||||
NONINTEREST INCOME |
||||||||||||||||||
Service charges and fees |
1,048,565 | 762,477 | 3,059,044 | 2,234,160 | ||||||||||||||
Net Mortgage Group revenues |
404,961 | 703,414 | 1,756,171 | 3,077,982 | ||||||||||||||
Credit card discounts and fees |
131,529 | 262,832 | 317,432 | 623,070 | ||||||||||||||
Financial services department income |
139,928 | 104,484 | 459,020 | 376,000 | ||||||||||||||
Other noninterest income |
511,837 | 225,358 | 1,498,659 | 749,959 | ||||||||||||||
Total noninterest income |
2,236,820 | 2,058,565 | 7,090,326 | 7,061,171 | ||||||||||||||
NONINTEREST EXPENSE |
||||||||||||||||||
Salaries and employee benefits |
3,423,977 | 2,882,801 | 9,821,493 | 8,255,923 | ||||||||||||||
Occupancy expense |
527,649 | 450,096 | 1,494,199 | 1,363,342 | ||||||||||||||
Goodwill amortization |
| 157,155 | | 471,467 | ||||||||||||||
Credit card processing fees |
28,227 | 178,663 | 78,681 | 433,067 | ||||||||||||||
Data processing expense |
85,104 | 84,391 | 275,475 | 224,454 | ||||||||||||||
Other noninterest expenses |
1,476,152 | 1,348,848 | 4,680,767 | 3,929,498 | ||||||||||||||
Total noninterest expense |
5,541,109 | 5,101,954 | 16,350,615 | 14,677,751 | ||||||||||||||
INCOME BEFORE INCOME TAXES |
3,862,508 | 2,658,549 | 11,037,150 | 8,384,514 | ||||||||||||||
PROVISION FOR INCOME TAXES |
1,338,008 | 938,253 | 3,910,117 | 3,099,595 | ||||||||||||||
NET INCOME |
$ | 2,524,500 | $ | 1,720,296 | $ | 7,127,033 | $ | 5,284,919 | ||||||||||
OTHER COMPREHENSIVE INCOME, NET OF TAXES |
||||||||||||||||||
Unrealized holding gains (losses) arising during the period |
$ | (210,152 | ) | 97,737 | $ | (313,539 | ) | 374,566 | ||||||||||
Reclassification adjustment for (gains) losses included in net income |
215,730 | (162 | ) | 200,096 | 27,368 | |||||||||||||
5,578 | 97,575 | (113,443 | ) | 401,934 | ||||||||||||||
COMPREHENSIVE INCOME |
$ | 2,530,078 | $ | 1,817,871 | $ | 7,013,590 | $ | 5,686,853 | ||||||||||
Earnings per share of
common stock |
||||||||||||||||||
Basic |
$ | 0.31 | $ | 0.21 | $ | 0.88 | $ | 0.66 | ||||||||||
Diluted |
$ | 0.30 | $ | 0.21 | $ | 0.85 | $ | 0.65 | ||||||||||
Weighted average common
shares outstanding |
||||||||||||||||||
Basic |
8,135,574 | 8,015,308 | 8,101,872 | 8,034,040 | ||||||||||||||
Diluted |
8,385,738 | 8,182,086 | 8,369,880 | 8,172,441 |
See accompanying notes.
4
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended | |||||||||
September 30, | |||||||||
2002 | 2001 | ||||||||
CASH FLOWS RELATED TO OPERATING ACTIVITIES |
|||||||||
Net income |
$ | 7,127,033 | $ | 5,284,919 | |||||
Adjustments to reconcile net income to net cash from operating activities: |
|||||||||
Gain on sale or call of investments |
(296,548 | ) | (27,368 | ) | |||||
Depreciation and amortization |
1,546,999 | 1,217,346 | |||||||
Impairment of mortgage servicing asset |
1,948,580 | 355,000 | |||||||
Federal Home Loan Bank stock dividend |
(112,994 | ) | (88,255 | ) | |||||
Provision for loan losses |
1,700,000 | 875,000 | |||||||
Increase (decrease) in cash due to changes in assets/liabilities: |
|||||||||
Accrued interest receivable |
(949,848 | ) | (418,044 | ) | |||||
Other assets |
(1,395,504 | ) | (3,230,459 | ) | |||||
Accrued interest payable and other liabilities |
(427,464 | ) | 2,760,812 | ||||||
NET CASH FROM OPERATING ACTIVITIES |
9,140,254 | 6,728,951 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|||||||||
Proceeds from the sale of available-for-sale securities |
1,437,013 | 18,471,453 | |||||||
Proceeds from maturity of available-for-sale securities |
4,050,000 | 2,475,000 | |||||||
Proceeds from the maturity of held-to-maturity securities |
2,544,950 | 1,177,751 | |||||||
Purchases of held-to-maturity securities |
| (5,499,452 | ) | ||||||
Net purchase of restricted equity securities |
(468,200 | ) | (275,700 | ) | |||||
Net change in loans made to customers |
(42,437,467 | ) | (76,340,719 | ) | |||||
Payments made for purchases of property and equipment |
(1,581,778 | ) | (460,385 | ) | |||||
NET CASH FROM INVESTING ACTIVITIES |
(36,455,482 | ) | (60,452,052 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|||||||||
Net change in demand deposit and savings accounts |
63,326,247 | 28,225,294 | |||||||
Net proceeds from time deposits |
6,003,302 | 21,170,219 | |||||||
Net increase (decrease) in notes payable |
(5,164,482 | ) | 13,538,920 | ||||||
Dividends paid |
(1,940,802 | ) | (1,931,259 | ) | |||||
Proceeds from stock options exercised and sales of common stock |
815,298 | 133,934 | |||||||
NET CASH FROM FINANCING ACTIVITIES |
63,039,563 | 61,137,108 | |||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
35,724,335 | 7,414,007 | |||||||
CASH AND CASH EQUIVALENTS, beginning of period |
22,613,738 | 27,116,631 | |||||||
CASH AND CASH EQUIVALENTS, end of period |
$ | 58,338,073 | $ | 34,530,638 | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|||||||||
Interest paid in cash |
$ | 5,652,182 | $ | 9,383,289 | |||||
Taxes paid in cash |
$ | 2,916,000 | $ | 2,170,219 | |||||
SCHEDULE OF NONCASH ACTIVITIES |
|||||||||
Change in unrealized gain (loss) on available-for-sale securities, net of taxes |
$ | (113,443 | ) | $ | 401,934 | ||||
Cash dividend declared and payable after quarter-end |
$ | 652,913 | $ | 641,658 |
See accompanying notes
5
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Accumulated | ||||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||||
Common | Paid-in | Retained | Comprehensive | Shareholders | ||||||||||||||||||||
Shares | Stock | Capital | Earnings | Income | Equity | |||||||||||||||||||
BALANCE, December 31, 2000 (Audited) |
8,029,422 | $ | 14,461,771 | $ | 6,379,393 | $ | 20,569,918 | $ | (84,917 | ) | $ | 41,326,165 | ||||||||||||
Stock options exercised |
57,656 | 307,455 | | | | 307,455 | ||||||||||||||||||
Income tax benefit from
stock options exercised |
| | 12,478 | | | 12,478 | ||||||||||||||||||
Stock repurchase |
(50,000 | ) | (90,000 | ) | (337,503 | ) | (427,503 | ) | ||||||||||||||||
Cash dividend paid or declared |
| | | (2,570,085 | ) | | (2,570,085 | ) | ||||||||||||||||
Net Income and Comprehensive
Income |
| | | 7,373,717 | 422,705 | 7,796,422 | ||||||||||||||||||
BALANCE, December 31, 2001 (Audited) |
8,037,078 | $ | 14,679,226 | $ | 6,054,368 | $ | 25,373,550 | $ | 337,788 | $ | 46,444,932 | |||||||||||||
Stock options exercised |
124,331 | 815,298 | 815,298 | |||||||||||||||||||||
Cash dividend paid or declared |
(1,950,858 | ) | (1,950,858 | ) | ||||||||||||||||||||
Net Income and Comprehensive
Income |
7,127,033 | (113,443 | ) | 7,013,590 | ||||||||||||||||||||
BALANCE, September 30, 2002 (Unaudited) |
8,161,409 | $ | 15,494,524 | $ | 6,054,368 | $ | 30,549,725 | $ | 224,345 | $ | 52,322,962 | |||||||||||||
See accompanying notes.
6
COLUMBIA BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | Principles of Consolidation |
The interim consolidated financial statements include the accounts of Columbia Bancorp, a financial holding company (Columbia), and its wholly-owned subsidiary Columbia River Bank (CRB), after elimination of intercompany transactions and balances. CRB is an Oregon state-chartered bank, headquartered in The Dalles, Oregon. Substantially all activity of Columbia is conducted through its subsidiary bank, CRB. |
The interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The financial information included in this interim report has been prepared by management. Columbias annual report contains audited financial statements. All adjustments, including normal recurring accruals necessary for fair presentation of results of operations for the interim periods included herein, have been made. The results of operations for the nine months ended September 30, 2002 are not necessarily indicative of results to be anticipated for the year ending December 31, 2002. |
2. Loans and Reserve for Loan Losses
The composition of the loan portfolio was as follows: |
September 30, | December 31, | |||||||
2002 | 2001 | |||||||
(Unaudited) | (Audited) | |||||||
Commercial |
$ | 75,554,522 | $ | 64,163,290 | ||||
Agriculture |
61,266,590 | 54,934,115 | ||||||
Real estate |
257,055,506 | 223,678,195 | ||||||
Consumer |
20,647,428 | 19,802,296 | ||||||
Other |
5,286,940 | 5,250,634 | ||||||
419,810,986 | 367,828,530 | |||||||
Allowance for loan losses |
(6,427,163 | ) | (5,311,715 | ) | ||||
Deferred loan fees |
(1,276,701 | ) | (1,193,694 | ) | ||||
$ | 412,107,122 | $ | 361,323,121 | |||||
Changes in the allowance for loan losses were as follows for the nine months ended September 30:
2002 | 2001 | |||||||
(Unaudited) | (Unaudited) | |||||||
Balance at beginning of period |
$ | 5,311,715 | $ | 4,577,941 | ||||
Provision charged to operations |
1,700,000 | 875,000 | ||||||
Recoveries |
176,818 | 57,576 | ||||||
Loans charged off |
(761,370 | ) | (170,844 | ) | ||||
Balance at end of period |
$ | 6,427,163 | $ | 5,339,673 | ||||
Columbia has adopted a policy for placement of loans on nonaccrual status after they become 90 days past due unless otherwise formally waived. Further, Columbia may place loans that are not contractually past due or that are deemed fully collateralized on nonaccrual status to promote better oversight and review of loan arrangements. Loans on nonaccrual status at September 30, 2002 and December 31, 2001 were approximately $936,934, and $889,538, respectively. |
7
At September 30, 2002, Columbia identified loans totaling $28,285 on which the interest rate or payment schedules were modified from original terms to accommodate borrowers weakened financial positions. Loans in this category totaled $113,453 at December 31, 2001. |
At September 30, 2002, Columbia had $553,100 in other real estate owned (OREO), which represents assets held through loan foreclosure or recovery activities. There was $349,213 in OREO at December 31, 2001. These amounts are identified in other assets on the balance sheet. |
3. | Segment Information |
Columbia operates two primary segments; the community banking segment and the mortgage banking segment. The community banking segment consists of Columbias subsidiary, Columbia River Bank, which operates 14 bank branches in Oregon and two branches in Washington. The Bank offers loan, investment, and deposit products to its customers who range from individuals to medium-sized agricultural and commercial companies. The mortgage banking segment consists of Columbia Mortgage Group, headquartered in Bend, Oregon, with an additional nine offices in Oregon. Columbia Mortgage Group offers a full range of mortgage lending services and products to its clients. |
During the first three quarters of 2002, the mortgage servicing asset value was reduced by $1,948,580. The impact of this valuation adjustment is reflected in the year-to-date loss for 2002 on mortgage banking activities of ($427,825) on a before-tax basis. Subsequent to the year ended December 31, 2001, management evaluated the internal controls and accounting processes of the Mortgage Group. As a result of this evaluation, certain activities were reclassified for internal financial statement purposes, thus affecting account level detail of the internal segment reporting process. For example, secondary marketing activities, such as gains and losses on mortgage loan sales, derivative gains and losses, and unrealized net pipeline gains and losses, are currently aggregated as a line item under non-interest income. Prior to December 31, 2001, related gains were reported in non-interest income and related losses were reported in non-interest expense. Due to the overall volume and nature of transactions that impact secondary marketing activities, management determined it to be impracticable and of minimal benefit to restate prior interim periods for these account reclassification changes. The overall performance of the Bank and the overall composition of the reportable segments remain unchanged as a result of these internal segment reporting process changes. |
8
Financial information that Columbias management uses to evaluate the reportable segments and the reconciliation to Columbias consolidated results are summarized as follows: |
Community | Mortgage | |||||||||||
Banking | Banking | Consolidated | ||||||||||
Nine months ended September 30, 2002 |
||||||||||||
Net interest income before
provision for loan losses |
$ | 21,614,379 | $ | 383,060 | $ | 21,997,439 | ||||||
Noninterest income |
4,927,775 | 2,162,551 | 7,090,326 | |||||||||
Depreciation and amortization |
824,006 | 722,993 | 1,546,999 | |||||||||
Impairment of mortgage
servicing rights |
| 1,948,580 | 1,948,580 | |||||||||
Income before provision for
income taxes |
11,464,975 | (427,825 | ) | 11,037,150 | ||||||||
Total assets |
535,803,032 | 16,019,306 | 551,822,338 | |||||||||
Nine months ended September 30, 2001 |
||||||||||||
Net interest income before
provision for loan losses |
$ | 16,249,443 | $ | 626,651 | $ | 16,876,094 | ||||||
Noninterest income |
3,555,234 | 3,505,937 | 7,061,171 | |||||||||
Depreciation and amortization |
913,565 | 303,781 | 1,217,346 | |||||||||
Impairment of mortgage
servicing rights |
| 355,000 | 355,000 | |||||||||
Income before provision for
income taxes |
6,603,411 | 1,781,103 | 8,384,514 | |||||||||
Total assets |
437,766,760 | 44,439,945 | 482,206,705 |
4. | Earnings Per Share |
Basic earning per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if common shares were issued pursuant to the exercise of options under stock option plans. Weighted average shares outstanding consist of common shares outstanding and common stock equivalents attributable to outstanding stock options. | |
The weighted average number of shares and common share equivalents have been adjusted for all prior stock dividends or splits. |
5. | Recently Issued Accounting Standards |
In October 2002, the FASB issued FASB Statement No. 147, Acquisitions of Certain Financial Institutions. This Statement provides guidance on the accounting for the acquisition of a financial institution and applies to all acquisitions except those between two or more mutual enterprises. The provisions of Statement 147 reflect the following important conclusions reached by the Board: |
9
The excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired in a business combination represents goodwill that should be accounted for under FASB Statement No.142, Goodwill and Other Intangible Assets. Thus, the specialized accounting guidance in paragraph 5 of FASB Statement No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions, will not apply after September 30, 2002. If certain criteria in Statement 147 are met, the amount of the unidentifiable intangible asset will be reclassified to goodwill upon adoption of that Statement. | |
Financial institutions meeting conditions outlined in Statement 147 will be required to restate previously issued financial statements. The objective of that restatement requirement is to present the balance sheet and income statement as if the amount accounted for under Statement 72 as an unidentifiable intangible asset had been reclassified to goodwill as of the date Statement 142 was initially applied. (For example, a financial institution that adopted Statement 142 on January 1, 2002, would retroactively reclassify the unidentifiable intangible asset to goodwill as of that date and restate previously issued income statements to remove the amortization expense recognized in 2002). Those transition provisions are effective on October 1, 2002; however, early application is permitted. | |
The scope of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, is amended to include long-term customer-relationship intangible assets such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. |
Columbias management does not expect that the application provisions of this statement will have a material impact on Columbias consolidated financial statements. | |
In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The statement is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Columbias management does not expect that the application of the provisions of this statement will have a material impact on Columbias consolidated financial statements. | |
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Columbias management does not expect that the application of the provisions of this statement will have a material impact on Columbias consolidated financial statements. | |
Other issued but not yet required FASB statements are not currently applicable to Columbias |
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operations. Management believes these pronouncements will have no material effect upon Columbias financial position or results of operations. |
6. | Managements Estimates and Assumptions |
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Significant estimations made by management primarily involve the calculation of the allowance for loan losses and valuation of the mortgage-servicing asset. |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING INFORMATION
Forward-looking statements with respect to the financial condition, results of operations and the business of Columbia are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. These include, without limitation, the impact of competition and interest rates on revenues and margins, and other risks and uncertainties, including statements relating to the year 2002, as may be detailed from time to time in Columbias public announcements and filings with the Securities and Exchange Commission (SEC). Forward-looking statements can be identified by the use of forward-looking terminology, such as may, will, should, expect, anticipate, estimate, continue, plans, intends, or other similar terminology. Columbia does not intend to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release, other than in its periodic filings with the SEC, or to reflect the occurrence of unanticipated events.
OVERVIEW
Highlights for the third quarter to date (QTD) and year to date (YTD) of 2002 as compared to the same periods in 2001 for Columbia Bancorp (Columbia) are as follows:
| QTD net income up 47%, to $2.52 million | ||
| QTD return on equity (ROE) increases to 19.58% | ||
| QTD net interest margin reported at 6.42% | ||
| QTD efficiency ratio drops to 55.39% | ||
| YTD net income up 35%, to $7.13 million | ||
| YTD return on equity (ROE) increases to 19.22% | ||
| YTD net interest margin reported at 6.40% | ||
| YTD efficiency ratio drops to 56.21%interest margin reported at 6.39% |
Columbia reported net income of $7,127,033, or $.85 per diluted share for the nine months ended September 30, 2002. This represented a 35% increase in net income, as compared to $5,284,919, or $.65 per diluted share for the nine months ended September 30, 2001.
The net income added to shareholders equity during the first nine months of 2002 was offset, in part, by dividends declared and paid of $1,950,858. A second quarter dividend of $.08 per share was paid August 1 to shareholders of record on July 15. On September 25 the Bancorp Board of Directors declared a third quarter dividend of $.08 per share payable November 1 to shareholders of record on October 15. With the payment of the declared dividend, approximately 27% of earnings will have been returned to shareholders, the remainder being retained to fund the continued growth of Columbia.
The book value of the mortgage-servicing asset as of the quarter ended September 30, 2002 was $5.2 million. Columbia is servicing $478.3 million in mortgage loans, or a 1.09 multiple of the mortgage-servicing asset. Management believes improved risk management measures, lower capitalization rates and reduced amortization lives have improved the overall quality of the mortgage-servicing asset.
The open mortgage pipeline as of September 30, 2002, consisted of $31,362,543 in locked loans. These loans were covered by derivatives that included $25 million in forward call options. The purpose
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of hedging the open mortgage pipeline is to reduce the risk of exposure to interest rate volatility. The unrealized value of the mortgage loans was a gain of $182,618 and the unrealized loss on the derivative contracts was ($145,820), for a net open position of $36,798.
MATERIAL CHANGES IN FINANCIAL CONDITION
Changes in the balance sheet for the nine months ended September 30, 2002 include an increase in total assets, primarily in loans, interest bearing deposits with other banks and fed funds, and an increase in total liabilities, primarily in total deposits.
At September 30, 2002, total assets increased 14.4%, or approximately $69.6 million, over total assets at December 31, 2001. Major components of the change in total assets were (since 12/31/01):
| $52.0 million increase in gross loans | ||
| $10.0 million decrease in loans held-for-sale | ||
| $5.7 million decrease in investment securities available for sale | ||
| $35.7 million increase in cash and cash equivalents |
The increase in loans is reflected in all loan categories including agriculture, commercial, real estate and consumer. Management attributes the increase in real estate loans to a continued diversified growth in the Bend real estate market. The attractive low interest rate environment as well as the continued penetration within Columbias market areas has also affected the growth in real estate loans as well as all other categories.
The increase in assets over the last nine months was funded by strong deposit growth of $69.3 million, specifically as follows:
| Noninterest-bearing deposits increased $19.3 million | ||
| Interest-bearing demand deposits increased $43.7 million | ||
| Savings deposits increased $0.4 million | ||
| Time certificate deposits increased $6.0 million |
Interest-bearing deposit increases are due to the promotion of a new premium money market account, while increases in time certificates are due to the purchase of brokered certificates of deposit. Columbia had $20.3 million in brokered certificates of deposit at September 30, 2002.
Notes payable decreased $5.2 million in the nine months ended September 30, 2002. Because the deposit growth exceeded net loan growth, Columbia was able to decrease its borrowings, increase its overall federal funds sold by $12.3 million and its interest bearing deposits with other banks, primarily funds held at Federal Home Loan Bank, by $21.5 million.
All other changes experienced in asset and liability categories during the first nine months of 2002 were comparatively modest.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Total interest income increased $1,671,730 for the nine months ended September 30, 2002, and $894,998 for the quarter ended September 30, 2002, as compared to the same periods in 2001. This increase is primarily due to the increase in loans held in 2002 as compared to 2001.
Total interest expense decreased $3,449,615 or 37.0% for the nine months ended September 30, 2002, or $919,861 or 30.7% for the quarter ended September 30, 2002, as compared to the same periods in 2001. The decrease is primarily due to well-disciplined deposit pricing management and a steady decrease in the interest rate environment over the last eighteen months.
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Columbias net interest income increased by $5,121,345 for the nine months ended September 30, 2002 and $1,814,859 for the quarter ended September 30, 2002, as compared to the same periods in 2001. Management believes the increase in net interest income is due primarily to higher loan volumes producing greater interest income, specifically real estate construction lending where loan interest and fee income increased $3.2 million for the nine months ended September 30, 2002 over the same period the prior year. The increases in interest income exceeded the interest expense incurred to fund this growth.
Noninterest income increased $29,155 for the nine months ended September 30, 2002, and $178,255 for the quarter ended September 30, 2002, as compared to the same periods in 2001. This slight increase is attributable primarily to an increase in net Non-Sufficient Funds (NSF) fees of $900,263 year to date over the previous year, due to managements implementation of a new overdraft product called Bounce Protection. This product is an overdraft privilege, where as long as the account is in good standing, Columbia may honor overdrafts up to the Bounce Protection limit on the account while collecting the standard NSF fee. Net Mortgage Group revenue decreased $1.6 million for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The $1.9 million in mortgage servicing asset valuation adjustments during 2002 prevented the increase in noninterest income from being any larger.
Noninterest expense increased $1,672,864 for the nine months ended September 30, 2002, and $439,155 for the quarter ended September 30, 2002, as compared to the comparable 2001 periods. The increase was primarily attributable to an enhanced incentive compensation program for employees and other expenses which were impacted by the increase in business volumes. Diluted net income per common share increased to $.85 for the first nine months of 2002 from $.65 for the first nine months of 2001, and $.30 for the quarter ended September 30, 2002 as compared to $.21 for the same quarter in 2001.
In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) are no longer amortized and are subject to annual impairment tests in accordance with the Statements. Other intangible assets continue to be amortized over their useful lives.
Columbia applied the new rules in accounting for goodwill and other intangible assets during the first quarter of 2002. Application of the nonamortization provisions of the Statement resulted in an increase in net income of $471,467 for the first nine months of 2002.
LOAN LOSS PROVISION
During the nine months ended September 30, 2002, Columbia charged a $1,700,000 loan loss provision to operations, as compared to $875,000 charged during the same period in 2001. Loans charged off, net of loan recoveries, was $584,552 during the nine months ended September 30, 2002, as compared to net charged off loans of $113,268 for the same period in 2001.
Management believes that the reserve for loan losses is adequate for potential loan losses, based on managements assessment of various factors, including present delinquent and nonperforming loans, past history of industry loan loss experience, and present economic trends impacting the areas and customers served by Columbia.
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LIQUIDITY AND CAPITAL RESOURCES
Columbia has adopted policies in order to meet the liquidity needs in the financial environment as well as to ensure sufficient funds are available to meet customers needs for borrowing and deposit withdrawals. Generally, Columbias major sources of liquidity are customer deposits, sales and maturities of investment securities, the use of federal funds markets, brokered certificates of deposit and net cash provided by operating activities. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and unscheduled loan prepayments, which are influenced by general interest rate levels, interest rates available on other investments, competition, economic conditions and other factors, are not.
The third quarter of 2002 saw an increase in Columbias liquidity position as a result of the demand deposit growth, specifically the new premium money market account. As of September 30, 2002, this premium money market account had a combined total balance of $49 million.
The analysis of liquidity also includes a review of the changes that appear in the consolidated statement of cash flows for the first nine months of 2002. The statement of cash flows includes operating, investing and financing categories. Net cash from operating activities was $9.1 million, which is adjusted for non-cash items and increases or decreases in cash due to changes in certain assets and liabilities. Investing activities consist primarily of both proceeds from and purchases of securities, and the impact of the net growth in loans. Financing activities present the cash flows associated with deposit and loan accounts, and reflect the dividends paid to shareholders.
Columbias capital was leveraged to meet loan growth during the third quarter 2002. Management plans to manage the balance sheet during the remainder of the year in order to remain well capitalized.
The Federal Reserve Board (FRB) and Federal Deposit Insurance Corporation (FDIC) have established minimum requirements for capital adequacy for bank holding companies and member banks. The requirements address both risk-based capital and leveraged capital. The regulatory agencies may establish higher minimum requirements if, for example, a corporation has previously received special attention or has a high susceptibility to interest rate risk. The following reflects Columbias various capital ratios at September 30, 2002, as compared to regulatory minimums.
At September 30, 2002 | Regulatory Minimum | |||||||
Tier-one capital |
9.36 | % | 4 | % | ||||
Total risk-based capital |
10.61 | % | 8 | % | ||||
Leverage ratio |
8.30 | % | 4 | % |
Quantitative and Qualitative Disclosures about Market Risk
There has not been a material change in the quantitative and qualitative market risks faced by Columbia from the risk disclosures reported in Columbias form 10-K covering the fiscal year ended December 31, 2001.
CRITICAL ACCOUNTING POLICIES
Various elements of Columbias accounting policies are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified two policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of our consolidated financial statements. These policies relate to the valuation of our mortgage-servicing asset, rate lock commitments and the methodology for the determination of our allowance for loan losses.
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There are other complex accounting standards that require the Company to employ significant judgment in interpreting and applying certain of the principles prescribed by those standards. These judgments include, but are not limited to, the determination of whether a financial instrument or other contract meets the definition of a derivative and qualifies for hedge accounting in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. These policies and the judgments, estimates and assumptions are described in greater detail in the preceding sections of Managements Discussion and Analysis and in Note 1 to the consolidated financial statements included in the Companys 2001 Annual Report on Form 10-K. We believe that the judgments, estimates and assumptions used in the preparation of our consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of our consolidated financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition.
PART II OTHER INFORMATION
Item 4. Disclosure Controls and Procedure Report
Within the 90-day period prior to filing of this report, an evaluation was carried out under the supervision and with the participation of Columbia Bancorps management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by Columbia Bancorp in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, the Company did not make any significant changes in, nor take any corrective actions regarding its internal controls or other factors that could significantly affect these controls.
Item 5. Other Information
Columbia Bancorps subsidiary Columbia River Bank has entered into salary continuation, deferred bonus and split dollar life insurance agreements with certain of its key executive officers. The purpose of these agreements is to provide incentives for key personnel to remain in the employ of Columbia River Bank. In connection with the agreements, the Bank purchased certain life insurance policies (BOLI). The executives covered by such agreements are Roger L. Christensen, President and Chief Executive Officer; James C. McCall, Executive Vice President and Chief Operating Officer; Greg B. Spear, Executive Vice President and Chief Financial Officer; Craig J. Ortega, Executive Vice President and Head of Community Banking; and Britt W. Thomas, Executive Vice President and Chief Credit Officer. Copies of the agreements with Roger Christensen are attached to this Form 10-Q as Exhibits. Except for specific financial terms, the agreements with the other senior executive officers are substantially the same. The agreements were approved by the Banks Board of Directors on July 18, 2002.
Columbia Bancorp has entered into a phantom stock agreement with its President and Chief Executive Officer, Roger L. Christensen. The purpose of the agreement is to provide incentives in the form of phantom stock to this executive. Compensation under the agreement is directly tied to the achievement of certain Columbia Bancorp performance goals. A copies of the agreement is attached to this Form 10-Q as an Exhibit. The agreement was approved by the Banks Board of Directors on July 18, 2002.
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Item 6. Exhibits and Reports on Form 8-K.
(a) | Exhibit 10.1 Executive Salary Continuation Agreement between Columbia River Bank and Roger L. Christensen | |
(b) | Exhibit 10.2 Executive Bonus Deferral Agreement between Columbia River Bank and Roger L. Christensen | |
(c) | Exhibit 10.3 Split Dollar Agreement between Columbia River Bank and Roger L. Christensen | |
(d) | Exhibit 10.4 Phantom Stock Agreement between Columbia Bancorp and Roger L. Christensen | |
(e) | Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350 | |
(f) | Exhibit 99.2 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 | |
(g) | Exhibit 99.3 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 | |
(c) | No current reports on Form 8-K were filed during the quarter ended September 30, 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COLUMBIA BANCORP | ||
Dated: November 13, 2002 | /s/ Roger L. Christensen | |
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Roger L. Christensen President & Chief Executive Officer |
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Dated: November 13, 2002 | /s/ Greg B. Spear | |
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Greg B. Spear Executive Vice President & Chief Financial Officer |
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